Current Report Filing (8-k)
21 July 2020 - 1:18AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest reported) July 17, 2020
MADISON
TECHNOLOGIES INC.
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(Exact
name of registrant as specified in its chapter)
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Nevada
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000-51302
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00-0000000
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(I.R.S.
Employer
Identification
No.)
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4448
Patterdale Drive, North Vancouver, BC
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V7R
4L8
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code (206) 203-0474
n/a
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(Former
name or former address, if changed since last report)
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Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant
under any of the following provisions:
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common Stock
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MDEX
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OTC
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Item
1.01. Entry into a Material Definitive Agreement.
Agreement
to Acquire the Casa Zeta-Jones Brand License Agreement from Luxurie Legs, LLC
On
July 17, 2020, Madison Technologies, Inc. (the “Company”) officially ratified an Acquisition Agreement in order to
acquire the Casa Zeta-Jones Brand License Agreement (the “License Agreement”) from Luxurie Legs, LLC, a limited liability
company organized pursuant to the laws of the State of Delaware (“LUXURIE”), pursuant to which, at the effective time,
LUXURIE will transfer all of its right, title and interest in the License Agreement to the Company in exchange for a controlling
interest in the Company represented by newly issued preferred stock. The Company will also assume $65,000 in existing debt owed
by LUXURIE, among other conditions.
At
the effective time of the Acquisition, the members and stakeholders of LUXURIE will control the majority voting power of the Company
as holders of newly issued shares of preferred stock.
At
present, the Company’s Articles of Incorporation authorize 500,000,000 shares of common stock, but no shares of preferred
stock are currently authorized, and thus an Amendment to the Company’s Articles of Incorporation shall be required in order
to close the Acquisition.
To
this end, the Company shall file a Schedule 14F in the following days to detail majority shareholder approval of the Acquisition
and for the creation and issuance of Series A and Series B preferred shares, which are required by the Acquisition Agreement to
close the Acquisition. The Company plans to file a Certificate of Amendment to the Articles of Incorporation with the Secretary
of State in Nevada, including Certificates of Designation for Series A and Series B preferred shares, detailing the respective
rights and privileges, which shall be exhibits to the Schedule 14F.
The
Acquisition Agreement contains customary terms and conditions for agreements of this type, including completion of due diligence
by the parties and approval of the Acquisition by a majority of the Company’s shareholders and LUXURIE members, which was
obtained by written consent.
A
copy of the Acquisition Agreement and the Officer’s Certificates signed by both the CEO of the Company and the Managing
Member of Luxurie, Legs, LLC are attached hereto as Exhibit 2.1. The description of the Acquisition Agreement herein is qualified
by the terms of the full text of the agreement attached hereto and the terms thereof are incorporated herein by reference.
Item 5.02 Appointment of New Director
On
June 17, 2020, and in connection with the Acquisition, Mr. Jeffrey Canouse was appointed as a member of the Company’s Board
of Directors. Mr. Canouse was also appointed to serve as our new Chief Executive Officer, a role which he will assume following
the ten-day period after the mailing of a Schedule 14F to our shareholders of record, at which time Mr. Gallo shall resign from
all officer and director positions with the Company. Until that time, Mr. Gallo shall continue to serve as our Chief Executive
Officer and our Board of Directors consists of two directors, Joseph Gallo and Jeffrey Canouse.
Mr.
Jeffrey M. Canouse, age 46, combines over twenty-three years of experience in financial senior management following a thirteen-year
career as an Investment Banker. Previously, he had been involved in various companies in the investment industry holding positions
including Vice President, Senior Vice President and Managing Director at J. P. Carey Inc., J.P. Carey Securities Inc. and JPC
Capital a boutique (the “Carey Company’s”) investment banking firm that assisted in arranging over $2 billion
in financing. During his time with the Carey Company’s Mr. Canouse was personally responsible for sourcing new corporate
clients, presenting to institutional investors, structuring terms, and working with counsel for timely closings. From July 11,
2011 through the present day, Mr. Canouse has acted as Managing Member of Anvil Financial Management, LLC where he has offered
his expertise to companies in need of restructuring, financing, debt settlement and compliance assistance. Mr. Canouse has also
previously acted as Chief Executive Officer of two other publicly traded companies, where he oversaw acquisitions and restructuring
amongst other duties in those roles.
Item
9.01. Financial Statements and Exhibits. (d) Exhibits
The
information contained in Exhibit 2.1 is incorporated herein by reference.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, Madison Technologies, Inc. has caused this report to be signed on
its behalf by the undersigned duly authorized person.
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MADISON
TECHNOLOGIES, INC..
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Dated:
July 20, 2020
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By:
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/s/
Joseph Gallo
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Joseph
Gallo – President & CEO
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